LAW OFFICES OF
                           DERENTHAL & DANNHAUSER LLP
                           ONE POST STREET, SUITE 575
                         SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 981-4844
                            FACSIMILE: (415) 981-4840



                                December 22, 2004

BY EDGAR

Abby Adams, Esq.
Special Counsel
Office of Mergers
         and Acquisitions
Division of Corporation Finance, Stop 3-3
Securities and Exchange Commission
Washington, D.C. 20549
Facsimile: (202) 942-9638

         Re:  Wells Real Estate Investment Trust, Inc.
              Schedule TO-T, Amendment No. 2 filed December 13,2004
              By Sutter Opportunity Fund 3, LLC; Sutter Capital Management, LLC;
              and  Robert E. Dixon

Dear Ms. Adams:

         This letter is in response to your letter dated December 21, 2004
concerning the above-referenced filing. The numbered responses correspond to
your numbered comments. All references to revisions to the "Offer" refer to the
revised Offer to Purchase included as exhibit (a)(1) to amendment no. 3 to the
Schedule TO filed concurrently, with changes marked to reflect revisions to the
version included in amendment no. 2.

         1. As counsel for the bidders named on the cover page of the Schedule
TO, I hereby acknowledge on their behalf that

         o    the bidders are responsible for the adequacy and accuracy of the
              disclosure in the filings;
         o    staff comments or changes to disclosure in response to staff
              comments in the filings reviewed by the staff do not foreclose
              the Commission from taking any action with respect to the
              filing; and
         o    the bidders may not assert staff comments as a defense in any
              proceeding initiated by the Commission or any person under the
              federal securities laws of the United States.





Abby Adams, Esq.
December 22, 2004
Page 2

         2. It would appear from the follow-up comment that you are referring to
comment 7, rather than 6, in your letter dated November 29. See the revision



under "Establishment of the Offer Price."

         3. See the revised admonition.

         4. See the revised paragraph (a) under Section 13.

         Please contact me if you have any further questions concerning these
filings.

                                           Very truly yours,




                                           Paul J. Derenthal

cc:  Mr. Robert E. Dixon